Food Lion 2013 Annual Report Download - page 46

The Board of Directors of Delhaize Group and its management are
committed to serving the interests of its shareholders and other key
stakeholders with the highest standards of responsibility, integrity and
compliance with applicable laws and regulations. Delhaize Group
strives to continually earn investor confidence by being a leader in
good corporate governance, fostering a culture of performance and
accountability, complying with the law and providing stakeholders
with transparent communications about its strategy and performance.
Upholding this commitment is in line with our high ethical standards
and is important for our continued success.
Delhaize Group Corporate Governance Charter
Delhaize Group SA, a Belgian public company (“société anonyme”) follows
the corporate governance principles described in the 2009 Belgian Code
on Corporate Governance (the “Belgian Governance Code”) and which the
Company adopted as its reference code in 2009. The Belgian Governance
Code is available at: www.corporategovernancecommittee.be.
In accordance with the recommendations and guidelines described in
the Belgian Governance Code, the corporate governance framework
of the Company is outlined in Delhaize Group’s Corporate Governance
Charter (the “Charter”).
The Board of Directors reviews and updates its Charter from time to time
to reflect changes in its corporate governance framework. The current
version of the Charter is available on the Company’s website at: www.
delhaizegroup.com under the “Corporate Governance” tab. The Charter
includes the Terms of Reference of the Board of Directors, the Terms of
Reference of each Board Committee, the Terms of Reference of Exec-
utive Management, the Remuneration Policy, and the Related Persons
Transactions Policy. The Company’s Articles of Association, the Charter,
together with the policies attached as exhibits thereto, and applicable
Belgian law, including the Belgian and U.S. securities exchange rules
to which the Company is subject, govern the manner in which the
Company operates.
As recommended by the Belgian Governance Code, this Corporate
Governance Statement focuses on factual information relating to the
Company’s corporate governance, including changes and other events
that occurred in 2013 that impact the Company’s corporate governance
framework.
The Board of Directors
Mission of the Board of Directors
The Board of Directors of Delhaize Group, as the Company’s ulti-
mate decision-making body, is entrusted with all powers that are not
reserved by law to the Shareholders’ Meeting. The Board is responsible
for the Company’s strategy, for succession planning, and for providing
direction and oversight to Executive Management who are respon-
sible for operating the Company. The Board is committed to creating
shareholder value by pursuing sustainable, profitable growth based
on the contributions of the Company’s associates, its global network of
suppliers, and the continued loyalty of customers and the communities
where it operates.
Composition of the Board of Directors
On December 31, 2013, the Board of Directors of Delhaize Group con-
sisted of 11 directors. As indicated in the Terms of Reference of the Board
of Directors, the Board periodically reviews its membership criteria and
considers these criteria in the context of the current and future com-
position of the Board and its committees. This assessment is made on
the basis of a director or director-candidate’s knowledge, experience,
independence, integrity, diversity, and relevant skills as well as his or
her willingness to devote adequate time to Board duties.
At all times, a majority of the Board, a majority of the Remuneration
& Nomination Committee, and all members of the Audit Committee
must be “independent” as such term is defined under the Belgian
Companies Code (the “Companies Code”), the Belgian Governance
Code, and the New York Stock Exchange Listing Manual (“NYSE rules”).
In addition, at least one member of the Board and the Audit Com-
mittee must be an “audit committee financial expert” as defined by
U.S. federal securities laws, and all Audit Committee members must
be financially literate. In addition, the Companies Code requires that
at least one member of the Audit Committee must be competent in
accounting and audit matters. With respect to the Remuneration &
Nomination Committee, the Companies Code requires that members
have remuneration expertise.
The Remuneration & Nomination Committee has given particular atten-
tion to the composition of the Board of Directors, including requirements
for new directors in the future, taking into consideration director inde-
pendence requirements, the ongoing need for financial and remuner-
ation expertise and other qualification criteria, such as gender diversity
(discussed below).
A recent Belgian law requires that boards of directors take gender
diversity into account, and by the beginning of the financial year
starting on January 1, 2017, that at least one third of their members is of
another gender than the other members of the Board of Directors. As of
December 31, 2013, the Delhaize Group Board of Directors is comprised
of 11 members, of whom three are women. Ms. Claire H. Babrowski has
been a member of the Company’s Board of Directors since May 2006.
Ms. Shari L. Ballard has been a member of the Company’s Board of
Directors since May 2012, and Ms. Elizabeth Doherty has been a mem-
ber of the Company’s Board of Directors since May 2013. The Board of
Directors is committed to gender diversity because it is convinced that
diversity strengthens the Board’s deliberative process and decisions.
44 DELHAIZE GROUP ANNUAL REPORT 2013 CORPORATE GOVERNANCE